<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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(Coca-Cola Enterprises Inc. LOGO)
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 58-0503352
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
ONE COCA-COLA PLAZA, N.W., ATLANTA, GEORGIA 30313
(404) 676-2100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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JOHN R. ALM
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
COCA-COLA ENTERPRISES INC.
ONE COCA-COLA PLAZA, N.W., ATLANTA, GEORGIA 30313
(404) 676-2100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPY TO:
LOWRY F. KLINE
GENERAL COUNSEL
COCA-COLA ENTERPRISES INC.
ONE COCA-COLA PLAZA, N.W., ATLANTA, GEORGIA 30313
(404) 676-7153
Approximate date of commencement of proposed sale to the public: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AS DETERMINED BY
MARKET CONDITIONS.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE(3)
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<S> <C> <C> <C> <C>
Senior Debt Securities, Warrants to Purchase Senior
Debt Securities, and Currency Warrants........... $1,000,000,000(4) 100% $1,000,000,000 $344,828
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</TABLE>
(1) In United States dollars or the equivalent thereof in any other currency,
currency unit or units, or composite currency or currencies.
(2) Estimated solely for the purpose of computing the registration fee.
(3) Pursuant to Rule 429 of the Securities Act of 1933, the amount of
registration fee does not include $205,371 previously paid to the Commission
relating to $595,575,000 aggregate principal amount of debt securities and
warrants previously registered pursuant to Registration Statement No.
33-46675, which remain unissued at the close of business on ,
1995.
(4) Such amount represents the principal amount of any Senior Debt Securities
issued at their principal amount, the issue price rather than the principal
amount of any Senior Debt Securities issued at an original issue discount,
the issue price of any Debt Warrants and Currency Warrants, and the exercise
price of any Senior Debt Securities issuable upon the exercise of Debt
Warrants. Debt Warrants and Currency Warrants may be sold separately or with
Senior Debt Securities or other Debt Warrants and Currency Warrants. It is
not practicable to determine the number of Debt Warrants and Currency
Warrants and the proposed maximum offering prices thereof at this time.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 (THE "ACT") OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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THE PROSPECTUS CONTAINED HEREIN IS, PURSUANT TO RULE 429, A COMBINED
PROSPECTUS WHICH MEETS THE REQUIREMENTS OF THE ACT FOR USE IN CONNECTION WITH
THE SECURITIES COVERED BY THIS REGISTRATION STATEMENT AND THE SECURITIES COVERED
BY THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3, NO. 33-46675. THIS
REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 WITH
RESPECT TO THE REGISTRANT'S REGISTRATION STATEMENT NO. 33-46675, AND SUCH
POST-EFFECTIVE AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE, CONCURRENTLY WITH THE
EFFECTIVENESS OF THIS REGISTRATION STATEMENT IN ACCORDANCE WITH SECTION 8(C) OF
THE SECURITIES ACT OF 1933.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, SEPTEMBER 19, 1995
PROSPECTUS
(Coca-Cola Enterprises Inc. LOGO)
SENIOR DEBT SECURITIES,
DEBT WARRANTS AND CURRENCY WARRANTS
Coca-Cola Enterprises Inc. (the "Company") intends to sell from time to time
its senior debt securities (the "Debt Securities"), warrants to purchase Debt
Securities (the "Debt Warrants") and warrants to receive from the Company the
cash value in U.S. dollars of the right to purchase ("Currency Call Warrants")
and to sell ("Currency Put Warrants" and, together with the Currency Call
Warrants, the "Currency Warrants") such foreign currencies or units of two or
more currencies as shall be designated by the Company at the time of offering,
from which the Company will receive proceeds of up to $1,595,575,000 (or the
equivalent in foreign denominated currencies or units of two or more currencies,
based on the applicable exchange rate at the time of offering, as shall be
designated by the Company at the time of offering). The Debt Securities, Debt
Warrants and Currency Warrants, which are collectively called the "Securities,"
may be offered either jointly or separately and will be offered to the public on
terms determined by market conditions at the time of sale.
The Debt Securities will be unsecured and will rank equally with all other
unsecured and unsubordinated indebtedness of the Company.
Debt Securities of a series may be issuable in registered form without
coupons ("Registered Securities"), in bearer form with or without coupons
attached ("Bearer Securities") or in the form of one or more global securities
(each a "Global Security"). Bearer Securities will be offered only to non-United
States persons and to offices located outside the United States of certain
United States financial institutions.
Each issue of Securities may vary, where applicable, as to aggregate
principal amount, maturity date, public offering or purchase price, interest
rate or rates and timing of payments thereof, provision for redemption or
sinking fund requirements, if any, exercise provisions, currencies of
denomination or currencies otherwise applicable thereto, selection of indices or
formulae and any other variable terms, and methods of distribution. The
accompanying Prospectus Supplement (the "Prospectus Supplement") sets forth the
specific terms with regard to the Securities in respect of which this Prospectus
is being delivered.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The Securities will be sold directly, through agents, underwriters or
dealers as designated from time to time or through a combination of such
methods. If agents of the Company or any dealers or underwriters are involved in
the sale of the Securities in respect of which this Prospectus is being
delivered, the names of such agents, dealers or underwriters and any applicable
commissions or discounts are set forth in or may be calculated from the
Prospectus Supplement with respect to such Securities. The net proceeds to the
Company from such sale will be the purchase price less such commission in the
case of an agent, the purchase price in the case of the dealer, or the public
offering price less such discount in the case of an underwriter and less, in
each case, other attributable issuance expenses. See "Plan of Distribution."
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THE DATE OF THIS PROSPECTUS IS , 1995.
<PAGE> 3
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY AGENT, UNDERWRITER OR DEALER. THIS PROSPECTUS
AND THE PROSPECTUS SUPPLEMENTS DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS OR
THE PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN
OR THEREIN IS CORRECT AS OF ANYTIME SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Chicago Regional Office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and New York Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Company's Common Stock is listed on the New York Stock Exchange, and
such reports, proxy and information statements and other information concerning
the Company may also be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement under
the Securities Act of 1933, as amended, with respect to the Securities offered
hereby (the "Registration Statement"). This Prospectus does not contain all of
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
Reference is made to the Registration Statement and to the exhibits relating
thereto for further information with respect to the Company and the Securities
offered hereby. Statements contained herein concerning any document filed as an
exhibit to the Registration Statement are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement. Each such statement is qualified in its entirety by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31
and June 30, 1995 and Current Reports on Form 8-K dated January 31, 1995, April
17, 1995, June 23, 1995, July 18, 1995 and July 27, 1995 filed with the
Commission pursuant to Section 13 of the Exchange Act under File No. 1-9300 are
hereby incorporated by reference into this Prospectus.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the Securities shall hereby be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus and the
Prospectus Supplement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein or in the Prospectus Supplement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus or
the Prospectus Supplement.
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The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus and the Prospectus Supplement is
delivered, on written or oral request of such person, a copy of any or all of
the foregoing documents incorporated by reference into this Prospectus (without
exhibits to such documents other than exhibits specifically incorporated by
reference into such documents). Requests for such copies should be directed to
the office of the Treasurer, Coca-Cola Enterprises Inc., 2500 Windy Ridge
Parkway, Suite 700, Atlanta, Georgia 30339; telephone number (770) 989-3051.
3
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THE COMPANY
The Company is in the liquid nonalcoholic refreshment business and is the
world's largest marketer, distributor and producer of bottled and canned
beverage products of The Coca-Cola Company.
The Company was incorporated in Delaware in 1944 as a wholly owned
subsidiary of The Coca-Cola Company and became a public company in 1986. The
Coca-Cola Company owns approximately 44% of the Company's common stock.
The Company's bottling territories include portions of 38 states, all of
the District of Columbia, the U.S. Virgin Islands, the islands of Tortola and
Grand Cayman, and the Netherlands. The Company's bottling rights are perpetual
within the United States. In the Caribbean and the Netherlands, the Company's
bottling rights run for stated terms of years, after which the Company may
request extensions. (References in this prospectus to the "Company" include the
Company and its divisions and subsidiaries.) In 1994, the Company's territories
contained approximately 154 million people, and approximately 54% of the
population of the United States lived within the Company's domestic bottling
territories. In 1994 the Company sold approximately 1.7 billion equivalent
cases, approximately 90% of which were beverage products of The Coca-Cola
Company. (As used in this prospectus, "equivalent case" refers to 192 ounces of
finished beverage product -- 24 eight-ounce servings.)
The Company's principal executive offices are located at One Coca-Cola
Plaza, N.W., Atlanta, Georgia 30313. The telephone number is (404) 676-2100.
STRATEGY
The Company expects to accomplish its primary goal -- the enhancement of
share-owner value -- through the implementation and execution of operating and
financial strategies designed to build the value of the Company. The Company's
principal operating goal is to increase long-term operating cash flow through
profitable increases in sales volume. The increased complexity of the Company's
business drives the Company's strategy of developing and executing innovative
marketing programs at the local level. The increased competitiveness of its
business dictates the Company's strategy to obtain profitable increases in case
sales by balancing volume growth with improved margins and sustainable increases
in market share. The realization of short-term profitability at the expense of
market share is inconsistent with the Company's strategy. The Company intends to
increase volume through profitable business partnerships with its customers and
superior marketing to its consumers. The Company's financial strategies are
designed to add value through the allocation of funds to projects and activities
which generate returns in excess of the Company's cost of capital and which
increase share-owner value. One of the Company's primary financial objectives is
to achieve an optimal capital structure which provides financial flexibility for
internal projects, share repurchases, and appropriately priced acquisitions.
RELATIONSHIP WITH THE COCA-COLA COMPANY
The Coca-Cola Company is the Company's largest share owner. The Chairman of
the Board of Directors and three other directors of the Company are executive
officers or former executive officers of The Coca-Cola Company. The Company and
The Coca-Cola Company are parties to a number of significant transactions and
agreements incident to their respective businesses and may enter into additional
material transactions and agreements from time to time in the future. The
Company conducts its business primarily under contracts with The Coca-Cola
Company. These contracts give the Company the exclusive right to market,
distribute and produce beverage products of The Coca-Cola Company in authorized
bottles and cans in specified territories and provide The Coca-Cola Company with
the ability, in its sole discretion, to establish prices, terms of payment, and
other terms and conditions for the purchase of concentrates and syrups from The
Coca-Cola Company. Other significant transactions and agreements relate to,
among other things, arrangements for cooperative marketing, advertising
expenditures and purchases of sweeteners.
Since 1979, The Coca-Cola Company has assisted in the transfer of ownership
or financial restructuring of a majority of its United States bottler operations
and has assisted in similar transfers of bottlers operating
4
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outside the United States. Certain bottlers and interests therein have been
acquired by The Coca-Cola Company and certain of those have been sold to
bottlers, including the Company, which are believed by management of The
Coca-Cola Company to be the best suited to manage and develop these acquired
operations. The Coca-Cola Company has advised the Company that it may continue
to acquire bottling companies or interests therein and to assist in the sale of
acquired bottlers to other bottlers, which may or may not include the Company,
viewed as those best suited to promote the interests of The Coca-Cola Company
and the Coca-Cola bottler system. In connection with such transactions, The
Coca-Cola Company may own all or part of the equity interests of acquired
bottlers for varying periods of time.
As a result of matters such as the foregoing, the relationship between the
Company and The Coca-Cola Company may give rise to potential conflicts of
interest.
ACQUISITIONS AND DIVESTITURES
The Company intends to acquire only bottling businesses offering the
Company the ability to produce long-term share-owner value. The total cost of
acquisitions since reorganization in 1986, including assumed and issued debt,
where applicable, is approximately $5.7 billion. Since reorganization in 1986,
the aggregate proceeds to the Company from the sale of bottlers and other
businesses have been approximately $456 million; of this amount, bottlers
representing sales proceeds of approximately $404 million were reacquired by the
Company in 1991 as a result of the acquisition of Johnston Coca-Cola Bottling
Group, Inc. ("Johnston"), now a subsidiary of the Company.
RISK FACTORS RELATING TO CURRENCIES AND CURRENCY WARRANTS
Debt Securities denominated or payable in foreign currencies and Currency
Warrants may entail significant risks. These risks include, without limitation,
the possibility of significant fluctuations in the foreign currency markets.
These risks will vary depending upon the currency or currencies involved, and in
the case of any Currency Warrants, the particular terms of such Currency
Warrants. These risks will be more fully described in a Prospectus Supplement
relating thereto.
USE OF PROCEEDS
Except as set forth in a Prospectus Supplement, the Company intends to use
the net proceeds from the sale of the Securities for general corporate purposes,
including the repayment of debt and possible business acquisitions. The Company
may also use a portion of the proceeds from the sale of any Currency Warrants to
hedge currency risks with respect to such Warrants. Pending such applications,
the net proceeds will be temporarily invested in marketable securities.
The Company expects to engage in additional financings as the need arises.
The nature and amount of the Company's equity and long-term and short-term debt
and the proportionate amount of each can be expected to vary from time to time
as a result of business requirements, market conditions and other factors.
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SUMMARY FINANCIAL DATA
The following table sets forth selected consolidated financial data of the
Company. The selected consolidated financial data are derived from and should be
read in conjunction with the Consolidated Financial Statements of the Company
(including the notes thereto). With respect to the fiscal years presented,
audited consolidated financial statements are incorporated by reference into the
Company's Annual Reports on Form 10-K for such periods and, with respect to the
six-month periods ended June 30, 1995 and July 1, 1994, unaudited condensed
consolidated financial statements are included in the Company's Quarterly
Reports on Form 10-Q for such periods. The interim data are not necessarily
indicative of results for the full year. The selected consolidated pro forma
financial data for the fiscal year ended December 31, 1991 give effect to the
acquisition of Johnston as if it occurred as of the beginning of 1991 (year
ended December 31, 1991 with respect to the Company and October 26, 1991 with
respect to Johnston).
<TABLE>
<CAPTION>
FISCAL YEAR
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1991
SIX MONTHS -------------------
---------------- PRO
1995(A) 1994 1994 1993(B) 1992(C) FORMA(D) REPORTED 1990(E)
------- ------ ------ ------- ------- -------- -------- -------
(IN MILLIONS EXCEPT RATIOS AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operations Summary:
Net operating revenues......................... $3,289 $2,929 $6,011 $5,465 $5,127 $5,027 $3,915 $3,933
Cost of sales.................................. 2,054 1,786 3,703 3,372 3,219 3,170 2,420 2,400
------- ------ ------ ------- ------- -------- -------- -------
Gross profit................................... 1,235 1,143 2,308 2,093 1,908 1,857 1,495 1,533
Selling, general and administrative expenses... 992 924 1,868 1,708 1,602 1,535 1,223 1,199
Provision for restructuring.................... -- -- -- -- -- 152 152 9
------- ------ ------ ------- ------- -------- -------- -------
Operating income............................... 243 219 440 385 306 170 120 325
Interest expense, net.......................... 162 157 310 328 312 312 210 200
Other nonoperating income (deductions), net.... 3 2 (3) (2) (6) (3) (2) 3
Gain on sale of bottling operations............ 9 -- -- -- -- -- -- 56
------- ------ ------ ------- ------- -------- -------- -------
Income (loss) before income taxes and
cumulative effect of changes in accounting
principles................................... 87 60 127 55 (12) (145) (92) 184
Income taxes:
Expense (benefit) excluding rate change...... 38 28 58 30 3 (17) (9) 91
Rate change -- federal....................... -- -- -- 40 -- -- -- --
------- ------ ------ ------- ------- -------- -------- -------
Income (loss) before cumulative effect of
changes in accounting principles............. 49 32 69 (15) (15) (128) (83) 93
Cumulative effect of changes in accounting
principles................................... -- -- -- -- (171) -- -- --
------- ------ ------ ------- ------- -------- -------- -------
Net income (loss).............................. 49 32 69 (15) (186) (128) (83) 93
Preferred stock dividend requirements.......... 1 1 2 -- -- 9 9 16
------- ------ ------ ------- ------- -------- -------- -------
Net income (loss) applicable to common share
owners....................................... $ 48 $ 31 $ 67 $ (15) $ (186) $ (137) $ (92) $ 77
======= ====== ====== ======= ======= ======== ======= =======
Other Operating Data:
Depreciation expense........................... $ 155 $ 138 $ 282 $ 254 $ 227 $ 205 $ 160 $ 150
Amortization expense........................... 93 89 179 165 162 125 91 86
Share and Per Share Data:
Average common shares outstanding.............. 129 130 130 129 129 129 116 119
Net income (loss) per common share before
cumulative effect of changes in accounting
principles................................... $ 0.37 $ 0.24 $ 0.52 $(0.11) $(0.11) $(1.06) $(0.79) $ 0.65
Net income (loss) applicable to common share
owners....................................... 0.37 0.24 0.52 (0.11) (1.45) (1.06) (0.79) 0.65
Dividends per common share..................... 0.025 0.025 0.05 0.05 0.05 0.05 0.05 0.05
Closing stock price............................ 21.88 17.00 18.00 15.25 12.25 15.38 15.38 15.50
Ratios(F):
Ratio of earnings to fixed charges............. 1.50 1.36 1.38 1.16 (G) (H) (I) 1.81
Ratio of earnings to combined fixed charges and
preferred stock dividends.................... 1.48 1.34 1.37 1.16 (G) (H) (I) 1.59
Year-End Financial Position:
Property, plant and equipment, net............. $2,131 $1,943 $1,963 $1,890 $1,733 $1,706 $1,706 $1,373
Franchise and other noncurrent assets.......... 6,115 6,015 5,965 6,046 5,651 4,265 4,265 3,153
Total assets................................... 9,375 8,941 8,738 8,682 8,085 6,677 6,677 5,021
Long-term debt................................. 4,367 4,371 4,187 4,391 4,131 4,091 4,091 2,537
Share-owners' equity........................... 1,414 1,316 1,339 1,260 1,254 1,442 1,442 1,627
</TABLE>
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The Company changed its fiscal year end in 1991 from the Friday nearest
December 31 to a calendar year end. Accordingly, fiscal years presented are the
periods ended December 31, 1994, 1993, 1992 and 1991 and December 28, 1990. The
Company acquired subsidiaries in each year presented and divested subsidiaries
in certain periods. Such transactions, except for the acquisition of Johnston
and gains from the sale of certain bottling operations, did not significantly
affect the Company's operating results in any one fiscal period. All
acquisitions and divestitures have been included in or excluded from (as
appropriate) the consolidated operating results of the Company from their
respective transaction dates.
(A) In January 1995, the Company sold its 50% ownership interest in The
Coca-Cola Bottling Company of the Mid South for a pre-tax gain of $9
million, or approximately $0.04 per common share.
(B) A one-time charge of $40 million ($0.31 per common share) to increase
deferred income taxes resulted from a 1% increase in the corporate marginal
income tax rate in connection with the Omnibus Budget Reconciliation Act of
1993.
(C) The adoption of FAS 106 and FAS 109 resulted in one-time charges to income.
Fiscal periods prior to 1992 were not restated for these accounting
changes.
(D) The pro forma Operations Summary, Other Operating Data, and Share and Per
Share Data give effect to the acquisition of Johnston in December 1991 as
though it had been completed at the beginning of 1991.
(E) In June 1990, the Company sold its interest in Coca-Cola Bottling Company
of Ohio and Portsmouth Coca-Cola Bottling Company. These operations were
sold to Johnston and, as a result of the 1991 acquisition of Johnston, were
reacquired by the Company.
(F) The ratio of earnings to fixed charges has been determined by dividing (a)
income before income taxes and fixed charges by (b) fixed charges. The
ratio of earnings to combined fixed charges and preferred stock dividends
has been determined by dividing (a) income before income taxes and fixed
charges by (b) the sum of fixed charges and the Company's preferred stock
dividend requirements. Fixed charges consist of interest expense,
amortization of deferred debt charges, the portion of rent expense
representative of interest costs and preferred stock dividend requirements
of subsidiaries. Preferred stock dividends have been increased to an amount
representing the pre-tax earnings that would be required to satisfy such
dividend requirements.
(G) Earnings for 1992 were insufficient to cover fixed charges and combined
fixed charges and preferred stock dividends by $12 million.
(H) On a pro forma basis, after giving effect to the acquisition of Johnston as
described in note (D), earnings were insufficient to cover fixed charges
and preferred stock dividends by $137 million and $146 million,
respectively.
(I) Earnings for 1991 were insufficient to cover fixed charges and combined
fixed charges and preferred stock dividends by $93 million and $102
million, respectively.
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DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities and the
related indenture (the "Indenture") dated as of July 30, 1991, as amended by the
First Supplemental Indenture dated as of January 29, 1992 between the Company
and Chemical Bank (as successor by merger to Manufacturers Hanover Trust
Company), as trustee (the "Trustee"), summarizes certain general terms and
provisions of the Debt Securities and such Indenture. The following summaries do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all terms and provisions of the Debt Securities and
the Indenture, including the definitions therein of certain terms. A copy of the
Indenture is incorporated by reference as an exhibit to the Registration
Statement. The particular terms of the Debt Securities and any variations from
such general provisions applicable to any series of Debt Securities are
described in the Prospectus Supplement with respect to such series.
GENERAL
Debt Securities may be issued pursuant to the Indenture, without limitation
as to aggregate principal amount, in one or more series, by the Company from
time to time upon satisfaction of certain conditions precedent, including the
delivery by the Company to the Trustee of a resolution of the Board of Directors
of the Company, an authorized committee thereof, or any designees of such Board
or committee, which fixes or provides for the establishment of terms of such
Debt Securities, including: (1) the aggregate principal amount of such Debt
Securities; (2) the date on which such Debt Securities are payable; (3) the rate
or rates per annum (which may be fixed or variable) at which such Debt
Securities will bear interest, if any; (4) the dates on which such interest, if
any, will be payable; (5) the provisions for redemption of such Debt Securities,
if any, the redemption price and any remarketing arrangements relating thereto;
(6) the sinking fund requirements, if any, with respect to such Debt Securities;
(7) whether the Debt Securities are denominated or provide for payment in United
States dollars, a foreign currency or a composite currency; (8) whether the
amount of payments of principal of (and premium, if any) or interest, if any, or
any additional amounts ("Additional Amounts") in respect of such Securities may
be determined with reference to any index, formula or other method, or based on
a coin or currency other than that in which the Securities are stated to be
payable, the manner in which such amounts shall be determined and the
calculation agent, if any with respect thereto; (9) the form (registered or
bearer or both) in which Debt Securities may be issued and any restrictions
applicable to the exchange of one form for another and to the offer, sale and
delivery of Debt Securities in either form (including restrictions applicable to
the offer, sale and delivery of Securities in bearer form which result from the
requirements of the Internal Revenue Code of 1986, as amended, and the Treasury
regulations promulgated thereunder (the "Code")); (10) whether and under what
circumstances the Company will pay Additional Amounts relating to specified
taxes, assessments or other governmental charges in respect of Debt Securities
and whether the Company has the option to redeem the affected Debt Securities
rather than pay such Additional Amounts, and the terms of any such redemption;
(11) whether such Debt Securities shall be subject to defeasance and, if so, the
terms thereof; and (12) the title of the Debt Securities and the series of which
such Debt Securities shall be a part. Reference is made to the Prospectus
Supplement for the terms of the Debt Securities being offered thereby. Debt
Securities may also be issued under the Indenture upon the exercise of Debt
Warrants. See "Description of Debt Warrants."
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount below their
stated principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities will be
described in the Prospectus Supplement relating thereto. "Original Issue
Discount Securities" means any Debt Securities that provide for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof upon the occurrence of an Event of Default
and the continuation thereof.
The Indenture provides the Company with the ability to "reopen" a previous
issue of a series of Debt Securities and issue additional Debt Securities of
such series in addition to the ability to issue Debt Securities with terms
different than those of Debt Securities previously issued.
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The Debt Securities will be unsecured and will rank pari passu with all
other unsecured and unsubordinated indebtedness of the Company. However, since
the Company is a holding company, the right of the Company, and hence the right
of creditors of the Company (including the Holders of Debt Securities), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized.
DENOMINATIONS, REGISTRATION AND TRANSFER
The Debt Securities of a series will be issuable as Registered Securities,
Bearer Securities or both. Debt Securities of a series may be issuable in the
form of one or more Global Securities, as described below under "Global
Securities." Unless otherwise provided in an applicable Prospectus Supplement
with respect to a series of Debt Securities, Registered Securities denominated
in U.S. dollars will be issued only in denominations of $1,000 or any integral
multiple thereof without coupons and Bearer Securities denominated in U.S.
dollars will be issued only in denominations of $5,000 with or without coupons.
The Prospectus Supplement relating to a series of Debt Securities denominated in
a foreign or composite currency will specify the denominations thereof.
In connection with its original issuance, no Bearer Security will be mailed
or otherwise delivered to any location in the United States. A Bearer Security
may be delivered in connection with its original issuance only if the person
entitled to receive such Bearer Security furnishes written certification, in a
form specified in the applicable Prospectus Supplement, to the effect that such
Bearer Security is not being acquired by or on behalf of a United States person
(as defined in the Code) or, if a beneficial interest in such Bearer Security is
being acquired by or on behalf of a United States person, that such United
States person is a financial institution which agrees to comply with the
requirements of Section 165(j) (3) (A), (B) or (C) of the Code.
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations. In addition, if Debt
Securities of any series are issuable as both Registered Securities and as
Bearer Securities and if so provided in an applicable Prospectus Supplement, at
the option of the Holder and subject to the terms of the Indenture, Bearer
Securities (with all unmatured coupons, except as provided below, and all
matured coupons in default) of such series will be exchangeable for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. Unless otherwise indicated in an
applicable Prospectus Supplement, any Bearer Security surrendered in exchange
for a Registered Security between (i) a Regular Record Date or a Special Record
Date and (ii) the relevant date for payment of interest, shall be surrendered
without the coupon relating to such date for payment of interest. Interest will
not be payable in respect of the Registered Security issued in exchange for such
Bearer Security but will be payable only to the Holder of such coupon when due
in accordance with the terms of the Indenture.
Debt Securities may be presented for exchange as provided above, and
Registered Securities (other than a Global Security) may be presented for
registration of transfer (with the form of transfer duly executed), at the
office of the Security Registrar or at the office of any transfer agent
designated by the Company for such purpose with respect to any series of Debt
Securities referred to in an applicable Prospectus Supplement, without service
charge and upon payment of any taxes and other governmental charges as described
in the Indenture. Such transfer or exchange will be effected upon the Security
Registrar or such transfer agent, as the case may be, being satisfied with the
documents of title and identity of the person making the request. The Company
has initially appointed the Trustee as Security Registrar under the Indenture.
If a Prospectus Supplement refers to any transfer agents (in addition to the
Security Registrar) initially designated by the Company with respect to any
series of Debt Securities, the Company may at any time rescind the designation
of any such transfer agent or approve a change in the location through which any
such transfer agent acts, except that if Debt Securities of a series are
issuable only as Registered Securities, the Company will be required to maintain
a transfer agent in each Place of Payment for such series. If Debt Securities of
a series are issuable as Bearer Securities, the Company will be required to
maintain (in addition to the Security Registrar) a transfer agent in a Place of
Payment for such series located outside the United States. The Company may at
any time designate additional transfer agents with respect to any series of Debt
Securities.
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In the event of any redemption in part, the Company shall not be required
to (i) register the transfer of or exchange Debt Securities of any series during
a period beginning at the opening of business 15 days before the day of the
selection of Debt Securities of that series for redemption and ending at the
close of business of the day of such selection; (ii) register the transfer of or
exchange any Registered Securities so selected for redemption in whole or in
part, except the unredeemed portion of any Registered Security being redeemed in
part; or (iii) exchange any Bearer Security so selected for redemption, except
with respect to Securities of a series, that such Bearer Security may be
exchanged for a Registered Security of that series so long as such Registered
Security shall be immediately surrendered for redemption with written
instruction for payment consistent with the provisions of the Indenture.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal (and premium, if any) and interest, if any, on Registered
Securities (other than a Global Security) will be made at the office of such
Paying Agent or Paying Agents as the Company may designate from time to time.
However, at the option of the Company, payment of any interest may be made by
check mailed to the address of the person entitled thereto as such address shall
appear in the Security Register, or by wire transfer to an account maintained by
the person entitled thereto as specified in the Security Register. Unless
otherwise indicated in an applicable Prospectus Supplement, payment of any
installment of interest on Registered Securities will be made to the person in
whose name such Registered Security is registered at the close of business on
the Regular Record Date for such interest payment.
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal (and premium, if any) and interest, if any, on Bearer Securities
will be payable, subject to any applicable laws and regulations, at the offices
of such Paying Agents outside the United States as the Company may designate
from time to time. However, at the option of the Company, payment of any
interest may be made by check mailed to any address outside the United States or
by transfer to an account maintained by the payee outside the United States.
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
interest on Bearer Securities on any Interest Payment Date will be made only
against surrender of the coupon relating to such Interest Payment Date. No
payment with respect to any Bearer Security will be made at any office or agency
of the Company in the United States, by check mailed to any address in the
United States, or by transfer to an account maintained in the United States.
Payments will not be made in respect of Bearer Securities or coupons
appertaining thereto pursuant to presentation or any other demand for payment to
the Company or its designated Paying Agents within the United States.
Notwithstanding the foregoing, payment of principal of (and premium, if any) and
interest, if any, on Bearer Securities denominated and payable in U.S. dollars
will be made at the office of the Company's Paying Agent in the United States
if, and only if, payment of the full amount thereof in U.S. dollars at all
offices or agencies outside the United States is illegal or effectively
precluded by exchange controls or other similar restrictions.
Unless otherwise indicated in an applicable Prospectus Supplement, the
principal office of the Trustee in The City of New York will be designated as
the Company's Paying Agent for payments with respect to Debt Securities which
are issuable solely as Registered Securities. Any Paying Agents outside the
United States and any other Paying Agents in the United States initially
designated by the Company for the Debt Securities will be named in the related
Prospectus Supplement. The Company may at any time designate additional Paying
Agents or rescind the designation of any Paying Agents or approve a change in
the office through which any Paying Agent acts, except that if Debt Securities
of a series are issuable only as Registered Securities, the Company will be
required to maintain a Paying Agent in each Place of Payment for such series.
The Company will be required to maintain a Paying Agent with respect to any
Bearer Securities of a series in a Place of Payment located outside the United
States where Debt Securities of such series and any coupons appertaining thereto
may be presented and surrendered for payment; provided that if the Debt
Securities of such series are listed on The Stock Exchange of the United Kingdom
and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock
exchange located outside of the United States and such stock exchange shall so
require, the Company will maintain a Paying Agent in London, Luxembourg or any
other
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required city located outside the United States as long as the Debt Securities
of such series are listed on such exchange.
All monies paid by the Company to a Paying Agent for the payment of
principal of (and premium, if any) and interest, if any, on any Debt Security
which remain unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to the Company, and
the Holder of such Debt Security or any coupon will thereafter look only to the
Company for payment thereof.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depository identified in an applicable Prospectus Supplement. Global
Securities may be issued in either registered or bearer form and in either
temporary or permanent form. Unless and until it is exchanged for Debt
Securities in definitive form, a temporary Global Security may not be
transferred except as a whole by the depository for such Global Security to a
nominee of such depository, by a nominee of such depository to such depository
or another nominee of such depository, or by such depository or any such nominee
to a successor of such depository or a nominee of such successor.
The specific terms of the depository arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. The Company anticipates that the following provisions will apply to
any depository arrangements.
Upon the issuance of a Global Security, the depository for such Global
Security or its nominee will credit the accounts of persons held with it with
the respective principal amounts of the Debt Securities represented by such
Global Security. Such amounts shall be designated by the underwriters or agents
with respect to such Debt Securities or by the Company if such Debt Securities
are offered and sold directly by the Company. Ownership of beneficial interests
in a Global Security will be limited to persons that have amounts with the
depository for such Global Security or its nominee ("participants") or persons
that may hold interests through participants. Ownership of beneficial interests
in such Global Security will be shown on, and the transfer of that ownership
will be effected only through, records maintained by the depository (with
respect to participants' interests) for such Global Security or by participants
or persons that hold interests through participants (with respect to beneficial
owners' interests).
CERTAIN COVENANTS IN THE INDENTURE
RESTRICTIONS ON LIENS. The Company covenants in the Indenture that it will
not, nor will it permit any Restricted Subsidiary (as hereinafter defined) to,
create, incur, issue, assume, guarantee or suffer to exist any Secured Debt (as
hereinafter defined) without in any such case effectively providing,
concurrently with the creation, incurrence, issuance, assumption or guaranty of
any such Secured Debt, that the Debt Securities (together with, if the Company
shall so determine, any other indebtedness of or guaranteed by the Company or
such Restricted Subsidiary ranking equally with the Debt Securities and then
existing or thereafter created) shall be secured equally and ratably with or
prior to such Secured Debt so long as such Secured Debt shall be secured. The
foregoing restrictions shall not apply to (1) Mortgages (as hereinafter defined)
on property, shares of stock or indebtedness of any corporation existing at the
time such corporation becomes a Restricted Subsidiary; (2) Mortgages on property
or shares of stock existing at the time of acquisition of such property or stock
by the Company or a Restricted Subsidiary or existing as of June 28, 1991; (3)
Mortgages to secure the payment of all or any part of the price of acquisition,
construction or improvement of such property or stock by the Company or a
Restricted Subsidiary, or to secure any Secured Debt incurred by the Company or
a Restricted Subsidiary, prior to, at the time of, or within 90 days after, the
later of the acquisition or completion of construction (including any
improvements on an existing property), which Secured Debt is incurred for the
purpose of financing all or any part of the purchase price thereof or
construction of improvements thereon; provided, however, that, in the case of
any such acquisition, construction or improvement, the Mortgage shall not apply
to any property theretofore owned by the Company or a Restricted Subsidiary,
other than, in the case of any such construction or improvement, any theretofore
substantially unimproved real property on which the property or improvement so
constructed is located; (4) Mortgages securing Secured Debt of a
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Restricted Subsidiary owing to the Company or to another Restricted Subsidiary;
(5) Mortgages on property of a corporation existing at the time such corporation
is merged into or consolidated with the Company or a Restricted Subsidiary or at
the time of a sale, lease or other disposition of the properties of a
corporation or firm as an entirety or substantially as an entirety to the
Company or a Restricted Subsidiary; (6) Mortgages on property of the Company or
a Restricted Subsidiary in favor of the United States of America or any state
thereof, or any department, agency or instrumentality or political subdivision
of the United States of America or any state thereof, or in favor of any other
country or any political subdivision thereof, or any department, agency or
instrumentality of such country or political subdivision, to secure partial
progress, advance or other payments pursuant to any contract or statute or to
secure any indebtedness incurred for the purpose of financing all or any part of
the purchase price or the cost of construction of the property subject to such
Mortgages; or (7) any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any Mortgage
referred to in the foregoing clauses (1) through (6), inclusive; provided,
however, that the principal amount of Secured Debt secured thereby shall not
exceed the principal amount of Secured Debt so secured at the time of such
extension, renewal or replacement, and that such extension, renewal or
replacement shall be limited to all or a part of the property which secured the
Mortgage so extended, renewed or replaced (plus improvements and construction on
such property).
Notwithstanding the foregoing provisions, the Company and any one or more
Restricted Subsidiaries may, without securing the Debt Securities, create,
incur, issue, assume or guarantee Secured Debt secured by a Mortgage which would
otherwise be subject to the foregoing restrictions in an aggregate amount which,
together with all other Secured Debt of the Company and its Restricted
Subsidiaries which (if originally created, incurred, issued, assumed or
guaranteed at such time) would otherwise be subject to the foregoing
restrictions (not including Secured Debt permitted to be secured under clauses
(1) through (7) above), does not at the time exceed 10% of the share-owners'
equity of the Company and its consolidated Subsidiaries (as hereinafter defined)
as shown on the consolidated financial statements of the Company as of the end
of the fiscal year immediately preceding the date of determination.
RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS. The Company covenants in
the Indenture that it will not, nor will it permit any Restricted Subsidiary to,
enter into any Sale and Leaseback Transaction (as hereinafter defined) unless:
(1) the Company or such Restricted Subsidiary would be entitled to create,
incur, issue, assume or guarantee indebtedness secured by a Mortgage upon such
property at least equal in amount to the Attributable Debt (as hereinafter
defined) in respect of such arrangement without equally and ratably securing the
Debt Securities; provided, however, that from and after the date on which such
arrangement becomes effective, the Attributable Debt in respect of such
arrangement shall be deemed, for all purposes under the "Restrictions on Liens"
covenant above, to be Secured Debt subject to the provisions of such covenant;
or (2) since June 28, 1991 and within a period commencing twelve months prior to
the consummation of such Sale and Leaseback Transaction and ending twelve months
after the consummation of such Sale and Leaseback Transaction, the Company or
Restricted Subsidiary, as the case may be, has expended or will expend for the
Principal Property (as hereinafter defined) an amount equal to (A) the net
proceeds of such Sale and Leaseback Transaction, and the Company elects to
designate such amount as a credit against such Sale and Leaseback Transaction,
or (B) a part of the net proceeds of such Sale and Leaseback Transaction and the
Company elects to designate such amount as a credit against such Sale and
Leaseback Transaction and applies an amount equal to the remainder of the net
proceeds as provided in clause (3) hereof; or (3) such Sale and Leaseback
Transaction does not come within the exceptions provided by clause (1) above and
the Company does not make the election permitted by clause (2) above or makes
such election only as to a part of such net proceeds, in either of which events
the Company shall apply an amount in cash equal to the Attributable Debt in
respect of such arrangement (less any amount elected under clause (2) hereof) to
the retirement, within 90 days of the effective date of any such arrangement, of
indebtedness for borrowed money of the Company or any Restricted Subsidiary
(other than indebtedness for borrowed money of the Company which is subordinated
to the Debt Securities) which by its terms matures at or is extendible or
renewable at the sole option of the obligor without requiring the consent of the
obligee to a date more than twelve months after the date of the creation of such
indebtedness for borrowed money (it being understood that such retirement may be
made by prepayment of such indebtedness for borrowed money, if
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permitted by the terms thereof, as well as by payment at maturity and that at
the option of the Company and pursuant to the terms of the Indenture, such
indebtedness may include the Debt Securities).
RESTRICTIONS ON CONSOLIDATION, MERGER OR SALE. Under the terms of the
Indenture, the Company may not consolidate with or merge with or into, or
transfer all or substantially all of its assets to, any person unless (i) either
the Company will be the resulting or surviving entity or such person is a
corporation organized and existing under the laws of the United States, a state
thereof or the District of Columbia, (ii) such person expressly assumes, by
supplemental indenture satisfactory to the Trustee, all the obligations of the
Company under the Debt Securities and the Indenture and (iii) immediately before
and immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company as a result of such
transaction as having been incurred by the Company at the time of such
transaction, no Default or Event of Default shall have occurred or be
continuing.
CERTAIN DEFINITIONS. The term "Attributable Debt" in respect of a Sale and
Leaseback Transaction means the present value (discounted at the weighted
average interest rate borne by all Debt Securities Outstanding at the time of
such Sale and Leaseback Transaction discounted semi-annually) of the obligation
of a lessee for net rental payments during the remaining term of any lease
(including any period for which such lease has been extended).
The term "Mortgage" or "Mortgages" means any mortgage, pledge, lien,
security interest or other encumbrances upon any Principal Property or on any
shares of stock or indebtedness of any Restricted Subsidiary (whether such
Principal Property, shares of stock or indebtedness are now owned or hereafter
acquired) .
The term "Principal Property" means each bottling plant or facility of the
Company or a Restricted Subsidiary located within the United States of America
(other than its territories and possessions) or Puerto Rico, except any such
bottling plant or facility which the Board of Directors of the Company by
resolution reasonably determines not to be of material importance to the total
business conducted by the Company and its Restricted Subsidiaries.
The term "Restricted Subsidiary" means any Subsidiary (i) substantially all
of the property of which is located, or substantially all of the business of
which is carried on, within the fifty states of the United States of America,
the District of Columbia or Puerto Rico and (ii) which owns or leases any
Principal Property.
The term "Sale and Leaseback Transaction" means any arrangement with any
person providing for the leasing by the Company or any Restricted Subsidiary of
any Principal Property whether such Principal Property is now owned or hereafter
acquired (except for temporary leases for a term, including renewals at the
option of the lessee, of not more than three years and except for leases between
the Company and a Restricted Subsidiary or between Restricted Subsidiaries),
which property has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such person with the intention of taking back a lease
of such property.
The term "Secured Debt" means notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed secured by any Mortgage.
The term "Subsidiary" means any corporation of which stock having by its
terms ordinary voting power to elect at least a majority of the board of
directors of such corporation (irrespective of whether or not at the time stock
of any other class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time
directly or indirectly owned by the Company or by the Company and one or more
Subsidiaries or by one or more Subsidiaries.
EVENTS OF DEFAULT
Under the Indenture, the following will be Events of Default with respect
to Debt Securities of a particular series: (a) default in the payment of,
interest on or Additional Amounts payable in respect of any Debt Security of
that series when due, continued for 30 days; (b) default in the payment of any
principal or premium, if any, on any Debt Security of that series when due; (c)
default in the making of any sinking fund payment, when due, in respect of any
Debt Security of that series; (d) default in the performance of any other
covenant of the Company contained in the Indenture for the benefit of such
series or in the Debt Securities of such series, continued for 60 days after
written notice as provided in the Indenture; (e) the acceleration of any
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other indebtedness of the Company in excess of $15,000,000 due to default; (f)
certain events of bankruptcy, insolvency or reorganization; and (g) any other
Event of Default provided with respect to Debt Securities of that series. The
Trustee or the Holders of 25% in principal amount of the Outstanding Debt
Securities of that series may declare the principal amount (or such lesser
amount as may be provided for in the Debt Securities of that series) of all
Outstanding Debt Securities of that series and the interest accrued thereon and
Additional Amounts payable in respect thereof, if any, to be due and payable
immediately if an Event of Default (other than one in (f) above) with respect to
Debt Securities of such series shall occur and be continuing at the time of
declaration. If an Event of Default as specified in (f) above occurs, all unpaid
principal and accrued interest (or such lesser amount as may be provided for in
the Debt Securities of that series) shall ipso facto become immediately due and
payable without any other declaration or act on the part of the Trustee or any
Holder. It is anticipated that the terms of each series of Original Issue
Discount Securities will provide that, upon declaration of acceleration of the
Maturity of any such series of Original Issue Discount Securities, the Accreted
Amount (as hereinafter defined) of such Original Issue Discount Securities shall
be due and payable. "Accreted Amount" shall mean an amount in respect of each
Original Issue Discount Security of the affected series equal to the sum of (a)
the issue price of such Original Issue Discount Security as determined in
accordance with Section 1273 of the Code, (b) the aggregate of the portions of
the original issue discount which shall theretofore have accrued pursuant to
Section 1272 of the Code (without regard to Section 1272(a) (7) of the Code)
from the date of issue of such Original Issue Discount Security (i) for each six
month or shorter period ending on the Interest Payment Date prior to the date of
declaration of acceleration, and (ii) for the shorter period, if any, from the
end of the immediately preceding six-month period, as the case may be, to the
date of declaration of acceleration, and (c) accrued interest to the date such
Accreted Amount is paid (without duplication of any amount set forth in (b)
above); minus all amounts theretofore paid in respect of such Original Issue
Discount Security, which amounts are considered as part of the "stated
redemption price at maturity" of such Original Issue Discount Security within
the meaning of Section 1273(a)(2) of the Code or any successor provision
(whether such amounts paid were denominated principal or interest).
At any time after a declaration of acceleration has been made with respect
to Debt Securities of any series but before a judgment or decree for payment of
money due has been obtained by the Trustee, the Holders of a majority in
principal amount of the Outstanding Debt Securities of that series may rescind
any declaration of acceleration and its consequences, if all payments due (other
than those due as a result of acceleration) have been made and all Events of
Default have been remedied or waived. Any Event of Default with respect to Debt
Securities of any series may be waived by the Holders of a majority in principal
amount of all Outstanding Debt Securities of that series, except in a case of
failure to pay principal or premium, if any, or interest or Additional Amounts,
if any, on any Debt Security of that series for which payment had not been
subsequently made or in respect of a covenant or provision which cannot be
modified or amended without the consent of the Holder of each Outstanding Debt
Security of such series affected.
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of default with respect to a particular series of Debt Securities,
give the Holders of the Debt Securities of such series notice of such default
known to it (the term default to mean the events specified above without grace
periods); provided that, except in the case of default in the payment of
principal of, premium (if any) on, interest on or any Additional Amount payable
with respect to any Debt Securities of any series or in the making of any
sinking fund payment payable with respect to any Debt Securities of any series,
the Trustee may withhold the notice if and so long as a committee of its trust
officers in good faith determines that withholding the notice is in the best
interests of the Holders of Debt Securities of that series and any related
series.
The Holders of a majority in principal amount of the Outstanding Debt
Securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Debt Securities of such series,
provided that such direction shall not be in conflict with any law or the
Indenture. Before proceeding to exercise any right or power under the Indenture
at the direction of such Holders, the Trustee will be entitled to receive from
such Holders reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in complying with any such direction.
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The Company will be required to furnish to the Trustee annually a statement
as to the fulfillment by the Company of all of its obligations under the
Indenture.
MODIFICATION AND WAIVER
With certain exceptions, modification or amendment of the Indenture or the
rights of Holders of the Debt Securities may be effected by the Company and the
Trustee with the consent of the Holders of 66 2/3% in principal amount of the
Outstanding Debt Securities of each series affected thereby, provided that no
such modification or amendment may, without the consent of the Holder of each
Outstanding Debt Security affected thereby, (a) change the Stated Maturity of
any installment of principal of, or interest or Additional Amounts on, any Debt
Security or any premium payable on the Redemption Price; (b) reduce the
principal amount of, or the interest or Additional Amounts payable on, any Debt
Security or reduce the amount of principal which could be declared due and
payable on, any Debt Security or reduce the amount of principal which could be
declared due and payable prior to the Stated Maturity; (c) change the coin or
currency of any payment of principal, any premium, interest or Additional
Amounts on any Debt Security; (d) impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt Security; (e) reduce
the percentage in principal amount of the Outstanding Debt Securities of any
series, the consent of whose Holders is required to approve any supplemental
indenture, to waive compliance with certain provisions of the Indenture or
certain defaults thereunder, or to reduce quorum or voting requirements
applicable to meetings of Holders; or (f) modify the foregoing requirements in
(a) through (e) above, requiring the consent of each Holder of each Outstanding
Debt Security affected thereby, or the percentages of such Holders required to
waive past defaults, or the percentage of such Holders which may rescind an
acceleration, except to increase any such percentage, and except to provide that
other provisions of the Indenture cannot be modified or amended without the
consent of the Holder of each outstanding Debt Security affected thereby. Except
with respect to certain fundamental provisions, the Holders of at least a
majority in principal amount of Outstanding Debt Securities of any series may,
with respect to such series, waive past defaults under the Indenture and waive
compliance by the Company with certain provisions of the Indenture.
The Indenture contains provisions for convening meetings of the Holders of
Debt Securities of a series if Debt Securities of that series are issuable as
Bearer Securities. A meeting may be called at any time by the Trustee, and also,
upon request, by the Company or the Holders of at least 10% in principal amount
of the Outstanding Debt Securities of such series, in any such case upon notice.
Any resolution passed or decision taken at any meeting of Holders of Debt
Securities of any series duly held in accordance with the Indenture will be
binding on all Holders of Debt Securities of that series and the related
coupons. With certain exceptions, the quorum at any meeting called to adopt a
resolution, and at any reconvened meeting, will be persons holding or
representing a majority in principal amount of the Outstanding Debt Securities
of a series.
SATISFACTION AND DISCHARGE OF INDENTURE
The Indenture generally provides that the Company may terminate its
obligations under the Indenture with respect to a particular series of Debt
Securities if all the Debt Securities of such series previously authenticated
and delivered (other than lost, destroyed or stolen Debt Securities of such
series that have been replaced or paid) have been delivered to the Trustee for
cancellation and the Company has paid all sums payable by it thereunder or if
(i) the Debt Securities of a particular series have matured or will mature
within one year or all of them are to be called for redemption within one year
under arrangements satisfactory to the Trustee for giving the notice of
redemption and (ii) the Company irrevocably deposits with the Trustee money
sufficient to pay principal of and interest on such Debt Securities that are due
or will become due upon redemption or maturity, as the case may be, and to pay
all other sums payable by it thereunder. In such case, Holders of such Debt
Securities must look to the deposited money for payment.
CONCERNING THE TRUSTEE
Chemical Bank (as successor by merger to Manufacturers Hanover Trust
Company), New York, New York, is the Trustee under the Indenture. The Company
maintains banking relationships in the ordinary course of business with Chemical
Bank.
15
<PAGE> 17
DESCRIPTION OF DEBT WARRANTS
The Company may issue, together with Debt Securities or Currency Warrants
or separately, Debt Warrants for the purchase of Debt Securities. The Debt
Warrants are to be issued under Debt Warrant Agreements (each a "Debt Warrant
Agreement") to be entered into between the Company and a bank or trust company,
as Debt Warrant Agent (the "Debt Warrant Agent"), all as shall be set forth in
the Prospectus Supplement relating to Debt Warrants being offered thereby. A
copy of the form of Debt Warrant Agreement, including the form of Warrant
Certificates representing the Debt Warrants (the "Debt Warrant Certificates"),
reflecting the alternative provisions to be included in the Debt Warrant
Agreements that will be entered into with respect to particular offerings of
Debt Warrants, is incorporated by reference as an exhibit to the Registration
Statement. The following summaries of certain provisions of the Debt Warrant
Agreement and the Debt Warrant Certificates do not purport to be complete and
are subject to, and are qualified in their entirety by reference to, all the
provisions of the Debt Warrant Agreement and the Debt Warrant Certificates,
respectively, including the definitions therein of certain terms.
GENERAL
The applicable Prospectus Supplement will describe the terms of Debt
Warrants offered thereby, the Debt Warrant Agreement relating to such Debt
Warrants and the Debt Warrant Certificates representing such Debt Warrants,
including the following: (1) the designation, aggregate principal amount and
terms of the Debt Securities purchasable upon exercise of such Debt Warrants and
the procedures and conditions relating to the exercise of such Debt Warrants;
(2) the designation and terms of any related Debt Securities with which such
Debt Warrants are issued and the number of such Debt Warrants issued with each
such Debt Security; (3) the date, if any, on and after which such Debt Warrants
and the related Debt Securities will be separately transferable; (4) the
principal amount of Debt Securities purchasable upon exercise of each Debt
Warrant and the price at which such principal amount of Debt Securities may be
purchased upon such exercise; (5) the date on which the right to exercise such
Debt Warrants shall commence and the date on which such right shall expire (the
"Expiration Date"); (6) a discussion of material federal income tax
considerations, if any; and (7) whether the Debt Warrants represented by the
Debt Warrant Certificates will be issued in registered or bearer form, and, if
registered, where they may be transferred and registered.
Debt Warrant Certificates will be exchangeable for new Debt Warrant
Certificates of different denominations and Debt Warrants may be exercised at
the corporate trust office of the Debt Warrant Agent or any other office
indicated in the Prospectus Supplement. Prior to the exercise of their Debt
Warrants, Holders of Debt Warrants will not have any of the rights of Holders of
the Debt Securities purchasable upon such exercises and will not be entitled to
payments of principal of (and premium, if any) or interest, if any, on the Debt
Securities purchasable upon such exercise.
EXERCISE OF DEBT WARRANTS
Each Debt Warrant will entitle the Holder to purchase for cash such
principal amount of Debt Securities at such exercise price as shall in each case
be set forth in, or be determinable as set forth in, the Prospectus Supplement
relating to the Debt Warrants offered thereby. Debt Warrants may be exercised at
any time up to the close of business on the Expiration Date set forth in the
Prospectus Supplement relating to the Debt Warrants offered thereby. After the
close of business on the Expiration Date, unexercised Debt Warrants will become
void.
Debt Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Debt Warrants offered thereby. Upon receipt of payment and the
Debt Warrant Certificate properly completed and duly executed at the corporate
trust office of the Debt Warrant Agent or any other office indicated in the
Prospectus Supplement, the Company will, as soon as practicable, forward the
Debt Securities purchasable upon such exercise. If less than all of the Debt
Warrants represented by such Debt Warrant Certificate are exercised, a new Debt
Warrant Certificate will be issued for the remaining amount of Debt Warrants.
16
<PAGE> 18
DESCRIPTION OF CURRENCY WARRANTS
The Company may issue, together with Debt Securities or Debt Warrants or
separately, Currency Warrants (i) in the form of Currency Put Warrants entitling
the Holders thereof to receive from the Company the Cash Settlement Value in
U.S. dollars of the right to sell a specified amount of a specified foreign
currency or currency units for a specified amount of U.S. dollars and/or (ii) in
the form of Currency Call Warrants entitling the Holders thereof to receive from
the Company the Cash Settlement Value in U.S. dollars of the right to purchase a
specified amount of a specified foreign currency or units of two or more
currencies for a specified amount of U.S. dollars. The spot exchange rate of the
applicable Base Currency, upon exercise, as compared to the U.S. dollar, will
determine whether the Currency Warrants have a Cash Settlement Value on any
given day prior to their expiration.
The Currency Warrants are to be issued under a Currency Warrant Agreement
to be entered into between the Company and a bank or trust company, as Currency
Warrant Agent (the "Currency Warrant Agent"), all as shall be set forth in the
applicable Prospectus Supplement. A copy of the form of Currency Warrant
Agreement, including the forms of global Warrant Certificates representing the
Currency Put Warrants and Currency Call Warrants (the "Currency Warrant
Certificates"), reflecting the provisions to be included in the Currency Warrant
Agreement that will be entered into with respect to particular offerings of
Currency Warrants, is incorporated by reference as an exhibit to the
Registration Statement. The following summaries of certain provisions of the
Currency Warrant Agreement and the Currency Warrant Certificates do not purport
to be complete and are subject to, and are qualified in their entirety by
reference to, all the provisions of the Currency Warrant Agreement and the
Currency Warrant Certificates, respectively, including the definitions therein
of certain terms.
GENERAL
The applicable Prospectus Supplement will describe the terms of Currency
Warrants offered thereby, the Currency Warrant Agreement relating to such
Currency Warrants and the Currency Warrant Certificates representing such
Currency Warrants, including the following: (1) whether such Currency Warrants
will be Currency Put Warrants, Currency Call Warrants, or both; (2) the formula
for determining the Cash Settlement Value, if any, of each Currency Warrant; (3)
the procedures and conditions relating to the exercise of such Currency
Warrants; (4) the circumstances which will cause the Currency Warrants to be
deemed to be automatically exercised; (5) any minimum number of Currency
Warrants which must be exercised at any one time, other than upon automatic
exercise; (6) the date on which the right to exercise such Currency Warrants
will commence and the date on which such right will expire (the "Expiration
Date"); and (7) a discussion of material federal income tax considerations, if
any.
BOOK-ENTRY PROCEDURES AND SETTLEMENT
Except as may otherwise be provided in an applicable Prospectus Supplement,
the Currency Warrants will be issued in book-entry form represented by a global
Currency Warrant Certificate registered in the name of a depository or its
nominee. Holders will not be entitled to receive definitive certificates
representing Currency Warrants. A Holder's ownership of a Currency Warrant will
be recorded on or through the records of the brokerage firm or other entity that
maintains such Holder's account. In turn, the total number of Currency Warrants
held by an individual brokerage firm for its clients will be maintained on the
records of the depository in the name of such brokerage firm or its agent.
Transfer of ownership of any Currency Warrant will be effected only through the
selling Holder's brokerage firm.
The Cash Settlement Value will be paid by the Currency Warrant Agent to the
depository. The depository will be responsible for crediting the amount of such
payments to the accounts of participants or indirect participants in accordance
with its standard procedures. Each participant or indirect participant will be
responsible for disbursing such payments to the Holders that it represents and
to each brokerage firm for which it acts as agent. Each such brokerage firm will
be responsible for disbursing funds to the Holders that it represents.
17
<PAGE> 19
EXERCISE OF CURRENCY WARRANTS
Except as may otherwise be provided in an applicable Prospectus Supplement,
each Currency Warrant will entitle the Holder to receive the Cash Settlement
Value of such Currency Warrant on the applicable Exercise Date, in each case as
such terms will be defined in the applicable Prospectus Supplement. If not
exercised prior to 3:00 P.M., New York City time, on the fifth New York Business
Day preceding the Expiration Date, Currency Warrants will be deemed
automatically exercised on the Expiration Date.
LISTING
Except as may otherwise be provided in an applicable Prospectus Supplement,
each issue of Currency Warrants will be listed on a national securities
exchange, subject only to official notice of issuance, as a condition of sale of
any such Currency Warrants. In the event that the Currency Warrants are delisted
from, or permanently suspended from trading on, such exchange, the Expiration
Date for such Currency Warrants will be the date such delisting or trading
suspension becomes effective and Currency Warrants not previously exercised will
be deemed automatically exercised on such Expiration Date. The applicable
Currency Warrant Agreement will contain a covenant of the Company not to seek
delisting of the Currency Warrants, or suspension of their trading, on such
exchange.
PLAN OF DISTRIBUTION
The Company may sell the Securities in any of the following ways: (i)
through underwriters or dealers, (ii) directly to a limited number of
institutional purchasers or to a single institutional purchaser, (iii) through
agents and (iv) a combination of any of the foregoing. Any such underwriter,
dealer or agent may be deemed to be an underwriter within the meaning of the
Securities Act of 1933. The Prospectus Supplement with respect to the Securities
of a particular series sets forth the terms of the offering of such Securities,
including the name or names of any underwriters or agents, the public offering
or purchase price and the proceeds to the Company from such sale, any discounts
and commissions to be allowed or paid to the underwriters or agents, all other
items constituting underwriting compensation, the discounts and commissions to
be allowed or paid to dealers, if any, and the securities exchanges, if any, on
which the Securities will be listed. Under certain circumstances, the Company
may repurchase Securities and reoffer them to the public as set forth above. The
Company may also arrange for repurchases and resales of such Securities by
dealers.
If so indicated in the Prospectus Supplement, the Company will authorize
the underwriters to solicit offers by certain institutions to purchase Debt
Securities from the Company pursuant to Delayed Delivery Contracts providing for
payment and delivery on the date stated in the Prospectus Supplement. Each such
contract will be for an amount not less than the amount specified in such
Prospectus Supplement, and unless the Company otherwise agrees, the aggregate
principal amount of Debt Securities sold pursuant to such contracts shall not be
more than the respective amounts stated in the Prospectus Supplement.
Institutions with whom such contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions, and other institutions, but
shall in all cases be subject to the approval of the Company. Delayed Delivery
Contracts will not be subject to any conditions except that the purchase by an
institution of the Debt Securities covered thereby shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the United States
to which such institution is subject.
Under the agreements that may be entered into with the Company, the
underwriters, dealers and agents may be entitled to indemnification by the
Company against certain civil liabilities, including liabilities under the
Securities Act of 1933, or to contribution with respect to payments which the
underwriters, dealers or agents may be required to make in respect thereof.
Underwriters, dealers and agents may engage in transactions with, or perform
services for, the Company in the ordinary course of business.
Each underwriter, dealer and agent participating in the distribution of any
Debt Securities that are issuable as Bearer Securities will agree that it will
not offer, sell or deliver, directly or indirectly, Bearer
18
<PAGE> 20
Securities in the United States or to United States persons (other than
qualifying financial institutions) in connection with the original issuance of
such Debt Securities.
LEGAL MATTERS
The legality of the Securities has been passed upon for the Company by
Lowry F. Kline, General Counsel of the Company, who as to matters of New York
law has relied upon the opinion of Cravath, Swaine & Moore, New York, New York.
EXPERTS
The consolidated financial statements of Coca-Cola Enterprises Inc. at
December 31, 1994 and December 31, 1993 and for each of the three years in the
period ended December 31, 1994, incorporated by reference in Coca-Cola
Enterprises Inc.'s Annual Report on Form 10-K, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
19
<PAGE> 21
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses in connection with the issuance
and distribution of the Securities being registered. All amounts except the SEC
registration fee are estimates.
<TABLE>
<S> <C>
SEC registration fee............................................................. $ 344,828
Fees and expenses of accountants................................................. 150,000
Fees and expenses of counsel..................................................... 125,000
Blue sky fees and expenses....................................................... 20,000
Fees and expenses of Trustee and Warrant Agent................................... 60,000
Printing and engraving expenses.................................................. 30,000
Rating agency fees............................................................... 250,000
Miscellaneous.................................................................... 20,172
----------
Total.................................................................. $1,000,000
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Six of the Company's Restated Certificate of Incorporation provides
for the elimination of personal monetary liabilities of directors of the Company
for breaches of certain of their fiduciary duties to the full extent permitted
by Section 102(b)(7) of the General Corporation Law of Delaware (the "GCL").
Section 102(b) (7) of the GCL enables a corporation in its certificate of
incorporation to eliminate or limit the personal liability of members of its
board of directors to the corporation or its share owners for monetary damages
for violations of a director's fiduciary duty as a director. Such a provision
has no effect on the availability of equitable remedies, such as an injunction
or rescission, for breach of fiduciary duty. In addition, no such provision may
eliminate or limit the liability of a director for breaching his or her duty of
loyalty, failing to act in good faith, engaging in intentional misconduct or
knowingly violating the law, paying an unlawful dividend or approving an illegal
stock repurchase, or obtaining an improper personal benefit.
Article Eleven of the Company's Restated Certificate of Incorporation
provides for indemnification of directors and officers to the extent permitted
by the GCL. Section 145 of the GCL provides for indemnification of directors and
officers from and against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement reasonably incurred by them in connection with
any civil, criminal administrative or investigative claim or proceeding
(including civil actions brought as derivative actions by or in the right of the
corporation but only to the extent of expenses reasonably included in defending
or settling such action) in which they may become involved by reason of being a
director or officer of the corporation. The section permits indemnification if
the director or officer acted in good faith in a manner which he or she
reasonably believed to be in or not opposed to the best interest of the
corporation and, in addition, in criminal actions, if he or she had reasonable
cause to believe his or her conduct to be lawful. If, in an action brought by or
in the right of the corporation, the director or officer is adjudged to be
liable for negligence or misconduct in the performance of his or her duty, he or
she will be entitled to only such indemnity as the court finds to be proper.
Persons who are successful in defense of any claim against them are entitled to
indemnification as of right against expenses reasonably incurred in connection
therewith. In all other cases, indemnification shall be made (unless otherwise
ordered by a court) only if the board of directors, acting by a majority vote of
a quorum of disinterested directors, independent legal counsel or holders of a
majority of shares entitled to vote determines that the applicable standard of
conduct has been met. Section 145 of the GCL also provides such indemnity for
persons who, at the request of the corporation, act as directors, officers,
employees or agents of other corporations, partnerships or other enterprises.
The Company maintains directors' and officers' liability insurance which
insures against liabilities that directors or officers of the Company may incur
in such capacities.
II-1
<PAGE> 22
ITEM 16. EXHIBITS.
The following exhibits are filed as part of or incorporated by reference in
this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ---------------------------------------------------------------------------------
<C> <S> <C>
1.1 -- Form of Underwriting Agreement for Senior Debt Securities, Debt Warrants and
Currency Warrants, including forms of Terms Agreement and Delayed Delivery
Contract -- incorporated herein by reference to Exhibit 1.1 to the Company's
Registration Statement on Form S-3, No. 33-46675.
1.2 -- Amended and Restated Distribution Agreement dated as of November 6, 1992 between
the Company and Shearson Lehman Brothers Inc. and Salomon Brothers Inc, as
Agents, relating to the offer and sale of Medium-Term Notes of the
Company -- incorporated herein by reference to Exhibit 1.1 to the Company's
Current Report on Form 8-K (Date of Report November 6, 1992).
1.3 -- Form of Agreement Relating to Purchase of Notes with respect to purchases of the
Company's Medium-Term Notes as principal by persons other than Shearson Lehman
Brothers Inc. and Salomon Brothers Inc -- filed herewith.
4.1 -- Indenture dated as of July 30, 1991 between the Company and Chemical Bank (as
successor by merger to Manufacturers Hanover Trust Company), as
Trustee -- incorporated herein by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K (Date of Report July 30, 1991).
4.2 -- First Supplemental Indenture dated as of January 29, 1992 between the Company and
Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company) --
incorporated herein by reference to Exhibit 4.01 to the Company's Current Report
on Form 8-K (Date of Report January 29, 1992).
4.3 -- Form of Debt Warrant Agreement -- incorporated herein by reference to Exhibit 4.2
to the Company's Registration Statement on Form S-3, No. 33-32067.
4.4 -- Form of Currency Warrant Agreement -- incorporated herein by reference to Exhibit
4.3 to the Company's Registration Statement on Form S-3, No. 33-32067.
4.5 -- Form of Fixed Rate Medium Term Note -- incorporated herein by reference to
Exhibit 4.4 to the Company's Registration Statement on Form S-3, No. 33-41911.
4.6 -- Form of Floating Rate Medium Term Note -- incorporated herein by reference to
Exhibit 4.5 to the Company's Registration Statement on Form S-3, No. 33-41911.
5.1 -- Opinion of Lowry F. Kline re legality of Securities -- filed herewith.
5.2 -- Opinion of Cravath, Swaine & Moore re legality of Securities -- filed herewith.
12 -- Statements re Computation of Ratios -- incorporated herein by reference to
Exhibit 12 to the Company's Quarterly Report on Form 10-Q for the second quarter
ended June 30, 1995.
23.1 -- Consent of Lowry F. Kline (included as part of Exhibit 5.1).
23.2 -- Consent of Cravath, Swaine & Moore (included as part of Exhibit 5.2).
23.3 -- Consent of Ernst & Young LLP -- filed herewith.
24 -- Powers of Attorney -- filed herewith.
25 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act
of 1939 of Chemical -- incorporated herein by reference to Exhibit 26 to the
Company's Registration Statement on Form S-3, No. 33-46675.
</TABLE>
II-2
<PAGE> 23
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15 (d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the Securities offered therein, and the
offering of such Securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the Securities being registered which remain unsold at the termination of the
offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the Securities offered therein and the
offering of such Securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the Company pursuant to the provisions referred to in Item 15 of this
Registration Statement, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. ln the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the Securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE> 24
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF GEORGIA, ON THE 19TH DAY OF
SEPTEMBER, 1995.
COCA-COLA ENTERPRISES INC.
BY: /s/ John R. Alm
---------------------------------
John R. Alm
Senior Vice President and
Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------------------------------------------- --------------------------- -------------------
<C> <S> <C>
/s/ S.K. Johnston, Jr. Vice Chairman, Chief September 19, 1995
--------------------------------------------- Executive Officer and a
(S.K. Johnston, Jr.) Director (principal
executive officer)
/s/ John R. Alm Senior Vice President and September 19, 1995
--------------------------------------------- Chief Financial Officer
(John R. Alm) (principal financial
officer)
/s/ Bernice H. Winter Vice President and September 19, 1995
--------------------------------------------- Controller (principal
(Bernice H. Winter) accounting officer)
* Chairman of the Board of September 19, 1995
--------------------------------------------- Directors
(M. Douglas Ivester)
* President, Chief Operating September 19, 1995
--------------------------------------------- Office and a Director
(Henry A. Schimberg)
* Director September 19, 1995
---------------------------------------------
(Howard G. Buffett)
* Director September 19, 1995
---------------------------------------------
(John L. Clendenin)
* Director September 19, 1995
---------------------------------------------
(Johnnetta B. Cole)
* Director September 19, 1995
---------------------------------------------
(T. Marshall Hahn, Jr.)
</TABLE>
II-4
<PAGE> 25
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------------------------------------------- --------------------------- -------------------
<C> <S> <C>
* Director September 19, 1995
---------------------------------------------
(Claus M. Halle)
* Director September 19, 1995
---------------------------------------------
(L. Phillip Humann)
* Director September 19, 1995
---------------------------------------------
(E. Neville Isdell)
* Director September 19, 1995
---------------------------------------------
(John E. Jacob)
* Director September 19, 1995
---------------------------------------------
(Robert A. Keller)
* Director September 19, 1995
---------------------------------------------
(Scott L. Probasco, Jr.)
* Director September 19, 1995
---------------------------------------------
(Francis A. Tarkenton)
</TABLE>
*By: /s/ Lowry F. Kline
-----------------------------------------
Lowry F. Kline
Attorney-in-Fact
II-5
<PAGE> 26
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ ------------------------------------------------------------------------------------
<C> <C> <S>
1.1 -- Form of Underwriting Agreement for Senior Debt Securities, Debt Warrants and
Currency Warrants, including forms of Terms Agreement and Delayed Delivery
Contract -- incorporated herein by reference to Exhibit 1.1 to the Company's
Registration Statement on Form S-3, No. 33-46675.
1.2 -- Amended and Restated Distribution Agreement dated as of November 6, 1992 between the
Company and Shearson Lehman Brothers Inc. and Salomon Brothers Inc, as Agents,
relating to the offer and sale of Medium-Term Notes of the Company -- incorporated
herein by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K (Date
of Report November 6, 1992).
1.3 -- Form of Agreement Relating to Purchase of Notes with respect to purchases of the
Company's Medium-Term Notes as principal by persons other than Shearson Lehman
Brothers Inc. and Salomon Brothers Inc -- filed herewith.
4.1 -- Indenture dated as of July 30, 1991 between the Company and Chemical Bank (as
successor by merger to Manufacturers Hanover Trust Company), as
Trustee -- incorporated herein by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K (Date of Report July 30, 1991).
4.2 -- First Supplemental Indenture dated as of January 29, 1992 between the Company and
Chemical Bank (as successor by merger to Manufacturers Hanover Trust
Company) -- incorporated herein by reference to Exhibit 4.01 to the Company's
Current Report on Form 8-K (Date of Report January 29, 1992).
4.3 -- Form of Debt Warrant Agreement -- incorporated herein by reference to Exhibit 4.2 to
the Company's Registration Statement on Form S-3, No. 33-32067.
4.4 -- Form of Currency Warrant Agreement -- incorporated herein by reference to Exhibit
4.3 to the Company's Registration Statement on Form S-3, No. 33-32067.
4.5 -- Form of Fixed Rate Medium Term Note -- incorporated herein by reference to Exhibit
4.4 to the Company's Registration Statement on Form S-3, No. 33-41911.
4.6 -- Form of Floating Rate Medium Term Note -- incorporated herein by reference to
Exhibit 4.5 to the Company's Registration Statement on Form S-3, No. 33-41911.
5.1 -- Opinion of Lowry F. Kline re legality of Securities -- filed herewith.
5.2 -- Opinion of Cravath, Swaine & Moore re legality of Securities -- filed herewith.
12 -- Statements re Computation of Ratios -- incorporated herein by reference to Exhibit
12 to the Company's Quarterly Report on Form 10-Q for the second quarter ended June
30, 1995.
23.1 -- Consent of Lowry F. Kline (included as part of Exhibit 5.1).
23.2 -- Consent of Cravath, Swaine & Moore (included as part of Exhibit 5.2).
23.3 -- Consent of Ernst & Young LLP -- filed herewith.
24 -- Powers of Attorney -- filed herewith.
25 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of
1939 of Chemical Bank -- incorporated herein by reference to Exhibit 26 to the
Company's Registration Statement on Form S-3, No. 33-46675.
</TABLE>
<PAGE> 1
EXHIBIT 1.3
[FORM OF]
AGREEMENT RELATING TO PURCHASE OF NOTES
THIS AGREEMENT dated as of _______ __ , 199__ (this "Agreement") by
and between Coca-Cola Enterprises Inc. (the "Company") and [NEW AGENT] ("[NEW
AGENT]") relates to the AMENDED AND RESTATED DISTRIBUTION AGREEMENT dated as of
November 6, 1992 (the "Distribution Agreement"), by and among the Company,
Salomon Brothers Inc ("Salomon Brothers") and Shearson Lehman Brothers Inc.
("Lehman Brothers" and together with Salomon Brothers, the "Original Agents").
R E C I T A L S
WHEREAS, the Distribution Agreement was entered into in connection
with the issue and sale by the Company of its Notes;
WHEREAS, the Distribution Agreement provided for the sale of Notes by
the Company to or through the Original Agents and reserved the Company's right
to offer Notes for sale otherwise than through an Original Agent and to solicit
and accept offers to purchase Notes through an agent other than an Original
Agent;
WHEREAS, the Company and [NEW AGENT] are entering into a Terms
Agreement (the "Terms Agreement") whereby [NEW AGENT] agrees to buy from the
Company, and the Company agrees to sell to [NEW AGENT], [AMOUNT] principal
amount of [TYPES OF NOTES] (the "[NOTES]");
WHEREAS, in accordance with the Distribution Agreement, the Company
and [NEW AGENT] desire to enter into an agreement solely in connection with the
purchase of the [NOTES] by [NEW AGENT] from the Company, which agreement
contains terms and conditions with respect to such purchase which are
substantially the same as the terms and conditions that would apply to such a
purchase by the Original Agents pursuant to a Terms Agreement generally.
NOW, THEREFORE, in consideration of the mutual promises and the mutual
covenants made herein and in the Distribution Agreement and other valuable
consideration and with the intent to be legally bound thereby, it is agreed as
follows:
1. Subject to the terms and conditions set forth or incorporated
herein and in the Terms Agreement, the Company hereby appoints [NEW AGENT] as
agent with respect to the resale to others of the [NOTES] to be purchased from
the Company by [NEW AGENT] as principal pursuant to the Terms Agreement. [NEW
AGENT] is authorized to utilize a selling or dealer group in connection with
the resale of the [NOTES] to others. The Company and [NEW AGENT] agree that
the obligation of [NEW AGENT] to purchase the [NOTES] pursuant to the Terms
Agreement is subject to the accuracy of the representations and warranties of
the Company set forth or incorporated herein, to the accuracy of the statements
of the Company's officers made in any certificate which may be required
pursuant to the provisions hereof or of the Terms Agreement, and to the
performance and observance by the Company of all of its covenants and
agreements set forth or incorporated herein. Capitalized terms not otherwise
defined herein shall have the meanings given such terms in the Distribution
Agreement.
<PAGE> 2
2. This Agreement incorporates the terms and provisions of
Sections 2, 3(b) and (c), 4(a) through (i), 7(b) through (d) (including the
applicable portions of Sections 5(a) through (c) referred to therein), 8
through 11, 12(b) and (c), 15, 17 and 18 of the Distribution Agreement and the
related definitions solely in connection with the purchase by [NEW AGENT] of
the [NOTES] pursuant to the Terms Agreement, and each party hereto acknowledges
and agrees to be bound by such terms and provisions. Notwithstanding the above
incorporation of the terms and provisions of Section 4(a) through (i) and
Section 7(b) through (d) of the Distribution Agreement into this Agreement, the
Company, for purposes of this Agreement, shall be required to comply with the
provisions of Section 4(a) through (f) and with the provisions of Section 7(b)
through (d) of the Distribution Agreement only during the period from the date
hereof through the Settlement Date with respect to the [NOTES] and, thereafter,
during the period that [NEW AGENT] holds any [NOTES] as principal but in no
event subsequent to the expiration of 90 days following the Settlement Date
with respect to the [NOTES].
3. On the date hereof and on the Settlement Date, counsel to [NEW
AGENT] shall have been furnished with such documents and opinions as such
counsel may reasonably require for the purpose of enabling such counsel to pass
upon the issuance and sale of the [NOTES] as contemplated herein and in the
Terms Agreement and related proceedings, or in order to evidence the accuracy
and completeness of any of the representations and warranties, or the
fulfillment of any of the conditions, set forth or incorporated herein or in
the Terms Agreement; and all proceedings taken by the Company in connection
with the issuance and sale of the [NOTES] as contemplated herein and in the
Terms Agreement shall be satisfactory in form and substance to [NEW AGENT] and
to its counsel.
If any condition set forth or incorporated herein or in the
Terms Agreement shall not have been fulfilled when and as required to be
fulfilled and has not been waived prior to the Settlement Date, this Agreement
and the Terms Agreement may be terminated by [NEW AGENT] by notice to the
Company at any time and any such termination shall be without liability of any
party to any other party, except that the provisions concerning payment of
expenses under Section 10 of the Distribution Agreement, the indemnity and
contribution agreements set forth in Sections 8 and 9 thereof, the provisions
concerning the representations, warranties and agreements to survive delivery
of Section 11 thereof and the provisions set forth under "Parties" of Section
15 thereof shall remain in effect.
4. The Company shall provide each Original Agent with a copy of
this Agreement promptly following the execution hereof.
5. This Agreement and all the rights and obligations of the
parties hereto shall be governed by and construed in accordance with the laws
of the State of New York applicable to agreements made and to be performed in
such State. Any suit, action or proceeding brought by the Company against [NEW
AGENT] in connection with or arising under this Agreement shall be brought
solely in the state or federal court of appropriate jurisdiction located in the
Borough of Manhattan, the City of New York.
6. All notices, requests and consents hereunder shall be in
writing, either delivered by hand, by mail (first-class registered mail or
certified mail, postage prepaid) or by telex, telecopy or telegram, and any
such notice shall be effective when received at the address set forth below.
2
<PAGE> 3
a. If to Company:
Coca-Cola Enterprises Inc.
2500 Windy Ridge Parkway
Atlanta, Georgia 30339
Attention: Vicki G. Roman
Vice President and Treasurer
b. If to Lehman Brothers:
Shearson Lehman Brothers Inc.
World Financial Center
American Express Tower
9th Floor
New York, New York 10285
Attention: Medium Term Note Department
c. If to Salomon Brothers:
Salomon Brothers Inc
Seven World Trade Center
31st Floor
New York, New York 10048
Attention: Medium Term Note Group
d. If to [NEW AGENT]
[name]
[address]
Attention:____________________________
or as to any party hereto, at such address or other address, as applicable, as
shall be notified by such party to the other parties.
7. This Agreement may be executed in several counterparts, each
of which shall be deemed an original hereof.
3
<PAGE> 4
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed and delivered as of the date and year first above
written.
COCA-COLA ENTERPRISES INC.
By:
---------------------------------
Name:
Title:
[NEW AGENT]
By:
---------------------------------
Name:
Title:
4
<PAGE> 1
EXHIBIT 5.1
September 19, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Coca-Cola Enterprises Inc.;
Registration Statement on Form S-3
Gentlemen:
I have acted as counsel to Coca-Cola Enterprises Inc. (the "Company") in
connection with the filing by the Company of a Registration Statement on Form
S-3 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") relating to the proposed public offering and sale of up to
$1,595,575,000 aggregate principal amount of the Company's senior debt
securities (the "Debt Securities"), warrants to purchase Debt Securities (the
"Debt Warrants") and warrants to receive from the Company the cash value in
U.S. dollars of the right to purchase and to sell such foreign currencies or
units of two or more currencies as shall be designated by the Company at the
time of offering (the "Currency Warrants"). The Debt Securities, Debt Warrants
and Currency Warrants are collectively called the "Securities." The Debt
Securities will be issued under an Indenture (the "Indenture") dated as of July
30, 1991, as amended by a First Supplemental Indenture dated as of January 29,
1992, between the Company and Chemical Bank (as successor by merger to
Manufacturers Hanover Trust Company), as Trustee. The Debt Warrants and/or
Currency Warrants (together, the "Warrants") will be issued under warrant
agreements ("Warrant Agreements") between the Company and a Warrant Agent.
The opinions set forth in numbered paragraphs 1 and 2 below are given to the
Commission pursuant to Item 16 of Form S-3 and Item 601(b)(5) of Regulation
S-K, may be relied upon only by the Commission and may not be used, quoted or
referred to by or filed with any other person without my prior written
permission. All capitalized terms not otherwise defined herein have the same
meanings as defined in the Registration Statement.
<PAGE> 2
Securities and Exchange Commission
September 19, 1995
Page 6
In rendering the opinions set forth in numbered paragraphs 1 and 2 below, I
have examined such agreements, documents, instruments and records as I deemed
necessary or appropriate under the circumstances for me to express such
opinions. In rendering such opinions, I also have assumed that (i) the
Indenture has been duly authorized, executed and delivered by the Trustee, (ii)
prior to the offering and sale of Debt Securities, the officers of the Company
duly authorized by the Company's Board of Directors or a committee thereof will
authorize by proper corporate action the terms of and the prices at which the
Debt Securities are to be issued and sold pursuant to the terms of the
Indenture, and (iii) prior to the offering and sale of Warrants, the officers
of the Company duly authorized by the Company's Board of Directors or a
committee thereof and the applicable Warrant Agent will authorize by proper
corporate action the terms of the Warrant Agreements and that the Warrant
Agreements will be duly executed and delivered by the Company and by the
applicable Warrant Agent.
With regard to the opinions set forth in numbered paragraphs 1 and 2 below,
insofar as they relate to the Debt Securities and the Warrants as valid,
binding and enforceable obligations of the Company, I have relied solely upon
an opinion letter of even date herewith from Cravath, Swaine & Moore, New York,
New York, with respect to all matters of New York law related thereto.
1. The Debt Securities, when duly executed by the Company and
authenticated by the Trustee in accordance with the Indenture and delivered to
and paid for by the purchasers thereof, will be legally issued and will
constitute valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms and entitled to the benefits of the
Indenture, except to the extent that the enforcement thereof may be limited by
(A) bankruptcy, insolvency, reorganization, moratorium and other laws now or
hereafter in effect relating to creditors' rights generally and (B) general
principles of equity (regardless of whether enforcement is considered in a
proceeding at law or in equity).
2. The Warrants, when duly executed by the Company and countersigned by
the Warrant Agent in accordance with the applicable Warrant Agreement and
delivered to and paid for by the purchasers thereof, will be legally issued and
will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms and entitled to the benefits
of the applicable Warrant Agreement, except to the extent that the enforcement
thereof may be limited by (A) bankruptcy, insolvency, reorganization,
moratorium and other laws now or hereafter in effect relating to creditors'
rights generally and (B)
<PAGE> 3
Securities and Exchange Commission
September 19, 1995
Page 7
general principles of equity (regardless of whether enforcement is considered
in a proceeding at law or in equity).
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and I hereby consent to the reference made to me under
the heading "Legal Matters" set forth in the prospectus forming a part of the
Registration Statement. In giving such consent, I do not thereby admit that I
am in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.
Very truly yours,
Lowry F. Kline
<PAGE> 1
EXHIBIT 5.2
[Letterhead of]
[Cravath, Swaine & Moore]
September 19, 1995
Coca-Cola Enterprises Inc.
Registration Statement on Form S-3
Dear Sirs:
We have acted as special counsel to Coca-Cola Enterprises
Inc., a Delaware corporation (the "Company"), in connection with the filing by
the Company of a Registration Statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission")
relating to the proposed public offering and sale of up to $1,595,575,000
aggregate offering amount of its debt securities (the "Debt Securities"),
warrants to purchase debt securities (the "Debt Warrants") and warrants to
receive from the Company the cash value in U.S. dollars of the right to
purchase or to sell such foreign currencies or units of two or more currencies
as shall be designated by the Company at the time of the offering (the
"Currency Warrants"). The Debt Securities, Debt Warrants and Currency Warrants
are sometimes collectively referred to herein as the "Securities." Unless
otherwise provided in any prospectus supplement forming a part of the
Registration Statement relating to a particular series of Debt Securities, the
Securities will be issued under an Indenture, dated as of July 30, 1991 as
amended by the First Supplemental Indenture dated as of January 29, 1992 (the
"Indenture") between the Company and Chemical Bank (as successor by merger to
Manufacturers Hanover Trust Company), as trustee (the "Trustee"). The Debt
Warrants and/or the Currency Warrants (collectively, the "Warrants") will be
issued under warrant agreements (the "Warrant Agreements") between the Company
and the warrant agent.
In connection with the foregoing, we have examined and are
familiar with (i) the Registration Statement of the
<PAGE> 2
Company on Form S-3 relating to the Securities to be filed with the Commission
on the date hereof under the Securities Act of 1933; (ii) the preliminary
prospectus dated the date hereof (which pursuant to Rule 429 under the
Securities Act of 1933 (the "Act"), is a combined prospectus which meets the
requirements under the Act for use in connection with securities registered
under the Registration Statement and the registration statement on Form S-3;
(iii) the Indenture filed as an exhibit to the Registration Statement; (iv) the
form of Underwriting Agreement (the "Underwriting Agreement") filed as an
exhibit to the Registration Statement; (v) the Amended and Restated
Distribution Agreement dated as of November 6, 1992 (the "Distribution
Agreement") filed as an exhibit to the Registration Statement; (vi) the forms
of Warrant Agreements filed as exhibits to the Registration Statement; (vii)
the Certificate of Incorporation and By-Laws of the Company, each as amended to
the date hereof; and (viii) the resolutions adopted by the Board of Directors
of the Company or a committee thereof relating to the issuance of the
Securities, the execution and delivery of the Indenture, the Warrant
Agreements, the Underwriting Agreement and the Distribution Agreement and the
authorization of the officers of the Company designated therein to determine,
on behalf of the Board of Directors or a committee thereof, the terms of and
the prices at which the Securities are to be issued and sold pursuant to the
terms of the Indenture (the "Resolutions").
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies,
and the authenticity of the originals of such copies. As to any facts material
to this opinion which we did not independently establish or verify, we have
relied upon statements or representations of officers and other representatives
of the Company and others.
For the purposes of rendering the opinions set forth in
paragraphs 1 and 2 below, we have assumed that (i) the Securities and the forms
of the Securities have been duly authorized and approved by the Company, (ii)
the Securities will be duly executed and delivered by the Company and in the
case of the Debt Securities, duly authenticated by the Trustee and in the case
of the Warrants, duly countersigned by a warrant agent, (iii) the
<PAGE> 3
Indenture has been duly authorized, executed and delivered by the Company and
the Trustee and (iv) the Warrant Agreements will be duly authorized, executed
and delivered by the Company and by the warrant agent.
Members of our firm are admitted to the Bar in the State of
New York and we express no opinion as to the laws of any other jurisdiction
other than the laws of the United States of America to the extent specifically
referred to herein.
Based upon and subject to the foregoing, we are of the opinion that:
1. When the terms and prices at which the Debt Securities
will be offered and sold have been established by the designated officers of
the Company pursuant to the Resolutions and when the Registration Statement
becomes effective and the Debt Securities have been duly executed by the
officers designated in the Resolutions and the Debt Securities have been
authenticated by the Trustee in accordance with the terms of the Indenture and
delivered by the proper officers of the Company against payment therefor by the
purchasers thereof in accordance with the Resolutions and the Underwriting
Agreement or the Distribution Agreement, the Debt Securities will constitute
valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms, except to the extent that the enforcement
thereof may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium and other laws now or hereafter in effect relating to creditors'
rights generally and (ii) general principles of equity (regardless of whether
enforcement is considered in a proceeding at law or in equity) and except
further as enforcement thereof may be limited by (A) requirements that a claim
with respect to any Debt Securities denominated other than in U.S. dollars (or
a foreign currency or foreign currency unit judgment in respect of such claim)
be converted into United States dollars at a rate of exchange prevailing on a
date determined pursuant to applicable law or (B) governmental authority to
limit, delay or prohibit the making of payments in foreign currency or currency
units or payments outside the United States.
2. When the terms and price at which the Warrants will be
offered and sold have been established by the designated officers of the
Company pursuant to the Resolutions and when the Registration Statement becomes
<PAGE> 4
effective and the Warrants have been duly executed by the officers designated
in the Resolutions and the Warrants have been countersigned by a warrant agent
in accordance with the applicable Warrant Agreement and delivered by the proper
officers of the Company against payment therefor by the purchasers thereof in
accordance with the Resolutions and the applicable Warrant Agreement, the
Warrants will constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their terms and entitled to
the benefits of the applicable Warrant Agreement, except to the extent that the
enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium and other laws now or hereafter in effect relating
to creditors' rights generally and (ii) general principles of equity
(regardless of whether enforcement is considered in a proceeding at law or in
equity) and except further as enforcement thereof may be limited by (A)
requirements that a claim with respect to any Warrants denominated other than
in U.S. dollars (or a foreign currency or foreign currency unit judgment in
respect of such claim) be converted into United States dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law or (B)
governmental authority to limit, delay or prohibit the making of payments in
foreign currency or currency units or payments outside the United States.
Lowry F. Kline is permitted to rely upon this opinion for the
purpose of delivering his opinion to the Commission in his capacity as counsel
to the Company in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933. We hereby consent to the
reference made to us under the heading "Legal Matters" set forth in the
prospectus forming a part of the Registration Statement, and in giving such
consent, we do not thereby admit that we are in the category of person whose
consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
The Board of Directors
Coca-Cola Enterprises Inc.
One Coca-Cola Plaza, NW
Atlanta, Georgia 30313
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Coca-Cola
Enterprises Inc. for the registration of $1,000,000,000 of Senior Debt
Securities, Debt Warrants and Currency Warrants and to the incorporation by
reference therein of our report dated January 30, 1995, with respect to the
consolidated financial statements and schedule of Coca-Cola Enterprises Inc.
included and/or incorporated by reference in Coca-Cola Enterprises Inc.'s
Annual Report (Form 10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
September 13, 1995
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, HOWARD G. BUFFETT, a Director
of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Executive Vice President and Chief Financial Officer of the Company,
Lowry F. Kline, General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company, or any one of them, my true and lawful attorney for
me and in my name in any and all capacities for the purpose of executing on my
behalf the Company's registration statement on Form S-3 under the provisions of
the Securities Act of 1933, as amended, for the registration of $1,000,000,000
in aggregate principal amount of Senior Debt Securities, Warrants to Purchase
Senior Debt Securities, and Currency Warrants of Coca-Cola Enterprises Inc.,
and any or all amendments to the aforementioned registration statement, as well
as any registration statements and amendments thereto in connection with any
offerings of securities authorized by the Board of Directors of Coca-Cola
Enterprises Inc. prior to the date hereof, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of
September, 1995.
Howard G. Buffett
--------------------------------------
Howard G. Buffett
Director, Coca-Cola Enterprises Inc.
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN L. CLENDENIN, a Director
of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Executive Vice President and Chief Financial Officer of the Company,
Lowry F. Kline, General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company, or any one of them, my true and lawful attorney for
me and in my name in any and all capacities for the purpose of executing on my
behalf the Company's registration statement on Form S-3 under the provisions of
the Securities Act of 1933, as amended, for the registration of $1,000,000,000
in aggregate principal amount of Senior Debt Securities, Warrants to Purchase
Senior Debt Securities, and Currency Warrants of Coca-Cola Enterprises Inc.,
and any or all amendments to the aforementioned registration statement, as well
as any registration statements and amendments thereto in connection with any
offerings of securities authorized by the Board of Directors of Coca-Cola
Enterprises Inc. prior to the date hereof, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of
September, 1995.
John L. Clendenin
-------------------------------------
John L. Clendenin
Director, Coca-Cola Enterprises Inc.
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHNNETTA B. COLE, a Director
of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Executive Vice President and Chief Financial Officer of the Company,
Lowry F. Kline, General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company, or any one of them, my true and lawful attorney for
me and in my name in any and all capacities for the purpose of executing on my
behalf the Company's registration statement on Form S-3 under the provisions of
the Securities Act of 1933, as amended, for the registration of $1,000,000,000
in aggregate principal amount of Senior Debt Securities, Warrants to Purchase
Senior Debt Securities, and Currency Warrants of Coca-Cola Enterprises Inc.,
and any or all amendments to the aforementioned registration statement, as well
as any registration statements and amendments thereto in connection with any
offerings of securities authorized by the Board of Directors of Coca-Cola
Enterprises Inc. prior to the date hereof, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of
September, 1995.
Johnnetta B. Cole
--------------------------------------
Johnnetta B. Cole
Director, Coca-Cola Enterprises Inc.
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, T. MARSHALL HAHN, JR., a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of the
Company, John R. Alm, Executive Vice President and Chief Financial Officer of
the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy Beatty,
Jr., Secretary of the Company, or any one of them, my true and lawful attorney
for me and in my name in any and all capacities for the purpose of executing on
my behalf the Company's registration statement on Form S-3 under the provisions
of the Securities Act of 1933, as amended, for the registration of
$1,000,000,000 in aggregate principal amount of Senior Debt Securities,
Warrants to Purchase Senior Debt Securities, and Currency Warrants of Coca-
Cola Enterprises Inc., and any or all amendments to the aforementioned
registration statement, as well as any registration statements and amendments
thereto in connection with any offerings of securities authorized by the Board
of Directors of Coca-Cola Enterprises Inc. prior to the date hereof, and to
file the same, with all exhibits thereto, and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of
September, 1995.
T. Marshall Hahn, Jr.
--------------------------------------
T. Marshall Hahn, Jr.
Director, Coca-Cola Enterprises Inc.
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, CLAUS M. HALLE, a Director of
Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Executive Vice President and Chief Financial Officer of the Company,
Lowry F. Kline, General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company, or any one of them, my true and lawful attorney for
me and in my name in any and all capacities for the purpose of executing on my
behalf the Company's registration statement on Form S-3 under the provisions of
the Securities Act of 1933, as amended, for the registration of $1,000,000,000
in aggregate principal amount of Senior Debt Securities, Warrants to Purchase
Senior Debt Securities, and Currency Warrants of Coca-Cola Enterprises Inc.,
and any or all amendments to the aforementioned registration statement, as well
as any registration statements and amendments thereto in connection with any
offerings of securities authorized by the Board of Directors of Coca-Cola
Enterprises Inc. prior to the date hereof, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of
September, 1995.
Claus M. Halle
--------------------------------------
Claus M. Halle
Director, Coca-Cola Enterprises Inc.
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, L. PHILLIP HUMANN, a Director
of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Executive Vice President and Chief Financial Officer of the Company,
Lowry F. Kline, General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company, or any one of them, my true and lawful attorney for
me and in my name in any and all capacities for the purpose of executing on my
behalf the Company's registration statement on Form S-3 under the provisions of
the Securities Act of 1933, as amended, for the registration of $1,000,000,000
in aggregate principal amount of Senior Debt Securities, Warrants to Purchase
Senior Debt Securities, and Currency Warrants of Coca-Cola Enterprises Inc.,
and any or all amendments to the aforementioned registration statement, as well
as any registration statements and amendments thereto in connection with any
offerings of securities authorized by the Board of Directors of Coca-Cola
Enterprises Inc. prior to the date hereof, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of
September, 1995.
L. Phillip Humann
--------------------------------------
L. Phillip Humann
Director, Coca-Cola Enterprises Inc.
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, E. NEVILLE ISDELL, a Director
of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Executive Vice President and Chief Financial Officer of the Company,
Lowry F. Kline, General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company, or any one of them, my true and lawful attorney for
me and in my name in any and all capacities for the purpose of executing on my
behalf the Company's registration statement on Form S-3 under the provisions of
the Securities Act of 1933, as amended, for the registration of $1,000,000,000
in aggregate principal amount of Senior Debt Securities, Warrants to Purchase
Senior Debt Securities, and Currency Warrants of Coca-Cola Enterprises Inc.,
and any or all amendments to the aforementioned registration statement, as well
as any registration statements and amendments thereto in connection with any
offerings of securities authorized by the Board of Directors of Coca-Cola
Enterprises Inc. prior to the date hereof, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of
September, 1995.
E. Neville Isdell
--------------------------------------
E. Neville Isdell
Director, Coca-Cola Enterprises Inc.
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, M. DOUGLAS IVESTER, Chairman
of the Board of Directors of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company, Lowry F. Kline, General Counsel of the
Company, and J. Guy Beatty, Jr., Secretary of the Company, or any one of them,
my true and lawful attorney for me and in my name in any and all capacities for
the purpose of executing on my behalf the Company's registration statement on
Form S-3 under the provisions of the Securities Act of 1933, as amended, for
the registration of $1,000,000,000 in aggregate principal amount of Senior Debt
Securities, Warrants to Purchase Senior Debt Securities, and Currency Warrants
of Coca-Cola Enterprises Inc., and any or all amendments to the aforementioned
registration statement, as well as any registration statements and amendments
thereto in connection with any offerings of securities authorized by the Board
of Directors of Coca-Cola Enterprises Inc. prior to the date hereof, and to
file the same, with all exhibits thereto, and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of
September, 1995.
M. Douglas Ivester
---------------------------------------
M. Douglas Ivester
Chairman of the Board of Directors,
Coca-Cola Enterprises Inc.
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN E. JACOB, a Director of
Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Executive Vice President and Chief Financial Officer of the Company,
Lowry F. Kline, General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company, or any one of them, my true and lawful attorney for
me and in my name in any and all capacities for the purpose of executing on my
behalf the Company's registration statement on Form S-3 under the provisions of
the Securities Act of 1933, as amended, for the registration of $1,000,000,000
in aggregate principal amount of Senior Debt Securities, Warrants to Purchase
Senior Debt Securities, and Currency Warrants of Coca-Cola Enterprises Inc.,
and any or all amendments to the aforementioned registration statement, as well
as any registration statements and amendments thereto in connection with any
offerings of securities authorized by the Board of Directors of Coca-Cola
Enterprises Inc. prior to the date hereof, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of
September, 1995.
John E. Jacob
-------------------------------------
John E. Jacob
Director, Coca-Cola Enterprises Inc.
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, ROBERT A. KELLER, a Director
of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Executive Vice President and Chief Financial Officer of the Company,
Lowry F. Kline, General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company, or any one of them, my true and lawful attorney for
me and in my name in any and all capacities for the purpose of executing on my
behalf the Company's registration statement on Form S-3 under the provisions of
the Securities Act of 1933, as amended, for the registration of $1,000,000,000
in aggregate principal amount of Senior Debt Securities, Warrants to Purchase
Senior Debt Securities, and Currency Warrants of Coca-Cola Enterprises Inc.,
and any or all amendments to the aforementioned registration statement, as well
as any registration statements and amendments thereto in connection with any
offerings of securities authorized by the Board of Directors of Coca-Cola
Enterprises Inc. prior to the date hereof, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of
September, 1995.
Robert A. Keller
-------------------------------------
Robert A. Keller
Director, Coca-Cola Enterprises Inc.
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, SCOTT L. PROBASCO, JR., a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of the
Company, John R. Alm, Executive Vice President and Chief Financial Officer of
the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy Beatty,
Jr., Secretary of the Company, or any one of them, my true and lawful attorney
for me and in my name in any and all capacities for the purpose of executing on
my behalf the Company's registration statement on Form S-3 under the provisions
of the Securities Act of 1933, as amended, for the registration of
$1,000,000,000 in aggregate principal amount of Senior Debt Securities,
Warrants to Purchase Senior Debt Securities, and Currency Warrants of Coca-
Cola Enterprises Inc., and any or all amendments to the aforementioned
registration statement, as well as any registration statements and amendments
thereto in connection with any offerings of securities authorized by the Board
of Directors of Coca-Cola Enterprises Inc. prior to the date hereof, and to
file the same, with all exhibits thereto, and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of
September, 1995.
Scott L. Probasco, Jr.
------------------------------------
Scott L. Probasco, Jr.
Director, Coca-Cola Enterprises Inc.
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, HENRY A. SCHIMBERG, a Director
of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint Summerfield K.
Johnston, Jr., Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Executive Vice President and Chief Financial Officer of the Company,
Lowry F. Kline, General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company, or any one of them, my true and lawful attorney for
me and in my name in any and all capacities for the purpose of executing on my
behalf the Company's registration statement on Form S-3 under the provisions of
the Securities Act of 1933, as amended, for the registration of $1,000,000,000
in aggregate principal amount of Senior Debt Securities, Warrants to Purchase
Senior Debt Securities, and Currency Warrants of Coca-Cola Enterprises Inc.,
and any or all amendments to the aforementioned registration statement, as well
as any registration statements and amendments thereto in connection with any
offerings of securities authorized by the Board of Directors of Coca-Cola
Enterprises Inc. prior to the date hereof, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of
September, 1995.
Henry A. Schimberg
---------------------------------------
Henry A. Schimberg
Director, Coca-Cola Enterprises Inc.
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, FRANCIS A. TARKENTON, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint
Summerfield K. Johnston, Jr., Vice Chairman and Chief Executive Officer of the
Company, John R. Alm, Executive Vice President and Chief Financial Officer of
the Company, Lowry F. Kline, General Counsel of the Company, and J. Guy Beatty,
Jr., Secretary of the Company, or any one of them, my true and lawful attorney
for me and in my name in any and all capacities for the purpose of executing on
my behalf the Company's registration statement on Form S-3 under the provisions
of the Securities Act of 1933, as amended, for the registration of
$1,000,000,000 in aggregate principal amount of Senior Debt Securities,
Warrants to Purchase Senior Debt Securities, and Currency Warrants of Coca-
Cola Enterprises Inc., and any or all amendments to the aforementioned
registration statement, as well as any registration statements and amendments
thereto in connection with any offerings of securities authorized by the Board
of Directors of Coca-Cola Enterprises Inc. prior to the date hereof, and to
file the same, with all exhibits thereto, and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of
September, 1995.
Francis A. Tarkenton
----------------------------------------
Francis A. Tarkenton
Director, Coca-Cola Enterprises Inc.
